11. Availability of Funds. The Client’s obligations under this Client Work Order are contingent upon the availability of appropriated
funds from which payment for contract purposes can be made. No legal liability on the part of the Client may arise until the funds
are made available through the Appropriations Act.
12. Payments and Refunds. The Client shall pay the Contractor all fees in accordance with this Client Work Order and the
Technology Services Contract. The Contractor shall not (a) bill the Client or hold the Client liable for any charges or expenses
other than those stated and expressly authorized in the Technology Services Contract or this Client Work Order, or (b) request
payment for Technology Services not yet rendered to the Client. Notwithstanding Section 12(b) of this Client Work Order, the
Contractor may request advance payments for services consistent with the requirements set forth in the Members’ Congressional
Handbook or the Committees’ Congressional Handbook, as appropriate. Advance payments are not permitted for custom services.
If the Contractor (i) is not in compliance with the Technology Services Contract or this Client Work Order, and/or (ii) does not
have “Good Standing Status” as referenced in Section H.17 of the Technology Services Contract, the CAO or the Client may delay
or deny a request for payment for Technology Services until the applicable issue is remedied. If this Client Work Order is
terminated in accordance with Sections 13 or 14 of this Client Work Order and the Contractor has received any advance payments
for Technology Services covered under this Client Work Order, the Contractor shall make refunds to the Client for any services not
13. Termination by Client. The Client may terminate this Client Work Order, and all associated Client Work Orders, immediately
upon written notice to the Contractor (a) in the event that the Contractor is in breach of the Integrated Agreement or any associated
Client Work Orders, or (b) at any time in the discretion of the Client with 30 days' written notice to the Contractor and the House as
stated in Section 10 above. In the event of a termination under this Section 13, the Contractor: (i) must promptly notify the CAO of
the termination of this Client Work Order and/or Integrated Agreement;
(ii) may claim only properly supported out-of-pocket costs plus a reasonable amount of demonstrable related charges for the work
already performed, all to be determined in accordance with generally accepted accounting procedures; and (iii) shall promptly
deliver to the Client all relevant Work Product that exists on the effective termination date.
14. Automatic Termination of Client Work Orders and Integrated Agreements. This Client Work Order and associated Integrated
Agreement shall automatically terminate without notice upon the following, whichever date is earlier: (a) the termination of the
Technology Services Contract; (b) the completion of the congressional term in which the effective date of the Client Work Order
occurs; or (c) if the Client is: (A) a Member; (B) a House committee that experiences a change in its chair; (C) a House committee
minority office that experiences a change in its ranking member; or (D) a leadership office that experiences a change in its leader.
15. Transfer Services. Upon (i) the expiration or termination of this Client Work Order or associated Integrated Agreement, (ii) the
termination of the Contract, or (iii) the request of the House or the Client at any time, the Contractor must provide any reasonable
cooperation requested by the House or the Client that may be required to facilitate the transfer of the affected Technology Services
to the House, the Client, or a third-party service provider.
16. Continuation of Technology Services. The Contractor acknowledges that the provision of Technology Services is critical to the
business and operations of the Client. Accordingly, in the event of (i) the expiration or termination of a Client Work Order, (ii) the
termination of the Contract; (iii) the assumption of the Contractor’s hardware and/or software in accordance with the Contract; or
(iv) a request for Transfer Services, or (v) a fee dispute between the Client and the Contractor pursuant to which the Client in good
faith believes it is entitled to delay or deny payment of the disputed amount or for which either party in good faith believes
payment is due: (A) the Client shall continue to pay the Contractor undisputed amounts; and (B) the Contractor shall continue to
make the Client’s Technology Service(s) available until the Client is able to replace the Technology Service(s) provided by the
Contractor. If applicable, the Client will continue to be responsible for ongoing support fees that were in effect before the
termination or completion of a Client Work Order.
17. Client Data. “Client Data” means all Client data stored, processed or accessed by the Contractor in connection with the provision
of Technology Services to the Client. All Client Data is and shall remain the property of the Client and shall be deemed
Confidential Information of the Client. Except with the prior written consent of the Client, Client Data shall not be (i) used by the
Contractor other than in connection with providing Technology Services, (ii) disclosed, sold, assigned, leased or otherwise
provided to third parties by the Contractor, (iii) commercially exploited by or on behalf of the Contractor, or (iv) allowed by the
Contractor to be used or disclosed for any such purpose by third parties. Upon the termination of this Contract, or upon the
request of the Client, the Contractor shall (A) at the Client’s expense, promptly return to the Client, in the format and on the media
requested by the Client, all Client Data, and (B) erase or destroy all Client Data in the Contractor’s possession. Parties agree that
access to or release of such information shall be governed by the laws applicable to the House. The Contractor agrees to notify the
House immediately if anyone requests any access to House information, including Freedom of Information Act (FOIA) requests,
and further agrees not to provide access to or release any information without prior written approval by the CO.
Client Work Order Form (Revised 12/18/2018)